Monetization AutoPilot Terms of Service

This Agreement governs your use of Above services and features of the
Monetization AutoPilot (Services). By using the Services, you are agreeing to
be bound by these terms of service ("Monetization AutoPilot Terms of
Service").

In order to utilize the Service you MUST agree to the applicable Terms of
Service, which agreement is achieved by creating and using an Above user
account.

Changes and Modifications

Above reserves the right to make technical, interface and service
changes without notice. Recourse available to you in cases of any
modifications is to cancel the relevant service Agreement. Continued use of
the Service following changes and modifications will constitute your binding
acceptance.

Pricing

Above reserves the right to make pricing change displayed on our
website without notice. Existing customers will be given at least 30 days
notice prior to any pricing changes taking effect.

During the 30 days notice period, existing customers have the
ability and right to unsubscribe to Service before the new pricing is
set.

Above is based on a subscription service model, where ongoing
services are provided in exchange for subscription fees. You have the
ability to unsubscribe or cancel Services provided at anytime. Cancellations
need to be made at least 2 day before the current subscription expiry date
to avoid renewal charges.

Service Levels and Access

We will use our best endeavors to make our website available at all
times, but cannot guarantee it will operate without interruptions or be
error free. We can not accept liability for any cases of its unavailability.
In cases where Service is unavailable for more than five (5) days in any one
calendar month, any subscription fees applicable will be waived for that particular
month. Any loss of revenues during down times is neither covered nor
recoverable.

Access to the website is free to all. Access to password protected
sections of the website is limited and can be accessed with a valid account.
Use of the Above service for domain monetization requires Above approval at
which point Above subscription fees apply.

Automated solutions, including tools, software applications and online systems used to access Above user accounts can only be used with permission. Please contact us to obtain permission.

We reserve the right to: (i) refuse the provision of services to any user; (ii) cancel user accounts; (iii) cancel, change, suspend and modify services offered to users at any time without notice or liability; or (iv) block any domain or traffic with the potential of causing disruption to the Above service or that are in violation of the Restrictions section.

Third Party Services

Above Services utilizes various third party solutions, where Above clients maintain direct accounts with third party providers. All third party solutions list and publish their own Terms and Conditions and Privacy Policies and other terms of use on their respective websites. Above users understand that they must agree to each specific third party terms, policies and guidelines and your use of Above services constitutes acceptance of the respective third party terms, policies and guidelines.

Only with your permission and acceptance, Above collects, amalgamates and stores from third party providers various data points relating to domain names in your accounts provided. You specifically grant Above permission to access such domain information as is needed by the Above Service in the course of providing the Monetization AutoPilot service. Please refer to our Privacy Policy as to what information is collected and how this is used.

Above can not be held liable for delays, data skews or inconsistencies provided by third party providers.

Above can not accept any liability for interruption of services due to third party service interruptions.

Direct to Advertiser Services

Above offers a range of direct to advertiser services, either through direct advertiser relationships or through various third party solutions that have advertiser relationships.

You grant Above, subject to the terms of this agreement, the right to: (i) redirect and sell Domain Traffic from the Domains to any Direct Advertiser; (ii) collect information, including usage data, conversion data, click through data relating to any Domains you have listed with the Above service; and (iii) disclose such data and information to any Direct Advertisers buying such Domain traffic.

Restrictions

Domain Restrictions. Above Clients shall not use in connection with the Above Service any Domain (i) to which it does not own or have the right to all intellectual property rights; (ii) that infringes upon any intellectual property right of a third party; (iii) that would, if used in connection with the Service, infringe upon any intellectual property right of a third party; or (iv) that is unlawful, defamatory, libelous, harassing, abusive, fraudulent, or contains malicious advertising or illegal content, including but not limited to forced downloads, phishing, malware or any scare tactics.

Prohibited Activities. Above Clients shall not: (i) generate traffic to a Domain through any method, including but not limited to listings on newsgroups, emails, IM postings, forums, blogs, chat room or irc postings, iframes, zero pixel frames, hitbots, clickbots, spiders, cgi-scripts, JavaScript, click farms, redirects from other domains or any other similar method; (ii) encourage or require End Users to generate traffic to a Domain; (iii) bypass robot exclusion headers (including using any device, software, or routine to accomplish that goal), or interfere or attempt to interfere with the proper working of the Service; (iv) use the Service for any unlawful purpose; or (v) or from any other fraudulent means.

Users who are in violation of any Domain Restriction or Prohibited Activity are subject to the following actions that can be taken by Above at any time without notice or liability: (i) user's account(s) may be suspended, cancelled, or limitations placed on services provided, and/or (ii) domains or specific traffic may be temporarily or permanently blocked.

Direct to Advertiser Fees, Payment Terms and Reporting

Domain Revenues generated from Direct to Advertiser services shall be paid to Above Clients as agreed on a monthly basis, within forty-five (45) days after the end of the calendar month in which the Domain Revenues were earned. To reduce administrative costs, the parties agree that Above shall not be required to make payment to Domain Company until such time that the amount owed to Domain Company equals or exceeds US$100.00 (in words: One Hundred Dollars).

Above shall have no obligation to pay Domain Revenues that arises from conduct specified in the Restrictions section or in the event where direct advertisers default on payments for Above Clients domain revenues.

Upon any termination or expiration of this Agreement, Above shall pay Above Client all amounts due prior to such termination or expiration under this section within forty-five (45) days after such termination or expiration.

Reporting is provided in real time or on a monthly basis depending on the Direct to Advertiser solution. Above will provide a report detailing the Domain Revenues generated from Above Client domains participating in Direct to Advertiser services.

Taxes. Domain Company agrees and acknowledges that taxes will not be withheld or paid directly or indirectly by Above and that it is the responsibility of Above Clients to pay all local, state, federal, and/or foreign taxes on income received from Above.

Hosting and Content

Above Services rely on domain names to be pointed to specific Above name servers. Above provides real time domain traffic statistics for such domains. Above warrants that domain statistics are only used for the purposes of providing the Above Service. Above does not provide domain hosting services for content nor does it control the content displayed on such domains. Above Services redirects domain traffic to third party name servers. The content displayed on said domains are controlled and supplied by the third party providers. Above and related entities cannot be held liable for any content displayed on such domains.

To protect the value of Clients’ domain assets, Above Services uses its BlockScanTM technology to systematically compare domains pointed to Above name servers against widely used malicious website lists. For domains found to be on these lists, Above reserves the right to block traffic from being redirected to the third party services it deems on its sole discretion to be responsible for enabling traffic to be forwarded to malicious sites.

Notices

Notices shall be in the form an email, system message alerts or as
a post on the Above.com forum.

By opening an Above.com account you agree to receive emails from
Above.com and related entities. You have the ability to unsubscribe at
anytime.

Termination

Termination for Cause. This Agreement may be terminated by one of
the parties for cause immediately by providing notice upon the occurrence of
any of the following events; (i) If the other ceases to do business, or
otherwise terminates its business operations; or (ii) If the other shall
fail to promptly secure or renew any license registration, permit,
authorization or approval for the conduct of its business in the manner
contemplated by this Agreement or if any such license, registration, permit,
authorization or approval is revoked or suspended and not reinstated within
thirty (30) days; or (iii) If the other breaches any material provision of
this Agreement and fails to fully cure such breach within thirty (30) days
(ten (10) days in the case of failure to pay) of written notice describing
the breach; or (iv.) If the other becomes insolvent or seeks protection
under any bankruptcy receivership trust deed, creditor's arrangement
composition or comparable proceeding, or if any such proceeding is
instituted against the other and not dismissed within thirty (30) days.

Termination for Convenience. You may terminate and cancel your
service at any time with the discontinued use of this website.

Termination for Breach. Above may terminate and cancel your service with immediate affect if Above Client violates our Direct to Advertiser Services policies.

Survival. Except as otherwise specified in this Agreement, all Sections will survive any termination or expiration of this Agreement.

Warranty

The Above Service relies on data sourced from a number of
providers, including third party providers. We endeavor to provide real time
domain statistical data and apply quality filters as an when applicable, but
as a general guide we believe that pure data can be more valuable and be
more representative. We can not accept liability for any cases of data skews
and/or quality levels.

We also warrant that Above will not violate any third party
contractual obligations in relation to third party providers.

Disclaimer

Except as expressly set forth in this Agreement, neither party makes and each party expressly disclaims any warranties as to the subject matter of this Agreement, including implied warranties of title, non-infringement, merchantability, or fitness for a particular purpose. For the avoidance of doubt, (a) the Service is provided "as is"; and (b) Above makes no representations or warranties regarding the number, quality, or content of any Advertisements or the timing of delivery of such Advertisements, and, accordingly, Above Customers expressly assumes all risk and responsibility with respect thereto. Neither party shall be liable for any interrupted or inoperability of the Internet, technical malfunction, computer error, corruption or loss of information.

Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER
PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR
EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT
LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF
DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM
ANY SOURCE.

If for any reason we are held liable, our liability is limited to the amount paid by you for applicable service(s) concerned. The parties acknowledge and agree that this section is an essential element of the Agreement and that, in its absence, the economic terms of this Agreement would be substantially different.

Release and Indemnification

Above customers releases and forever discharges Above and any
related entities from all claims, demands and damages (actual and
consequential) of every kind and nature, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising out of or in any way
connected with Above services.

Force Majeure

Neither party shall be liable for the failure to perform any of its
obligations under this Agreement, except for payment obligations, if such
failure is caused by the occurrence of any event beyond the reasonable
control of such party, including without limitation, fire, flood, strikes
and other industrial disturbances, failure of raw materials suppliers,
failure of transport, accidents, riots, insurrections, acts of God or orders
of governmental agencies.

Governing Law

This Agreement shall be governed by Australian Law and the State of
Victoria shall have exclusive jurisdiction in connection herewith. Above
will comply with all applicable laws under this jurisdiction.

Severability

If a court of law or other tribunal of competent jurisdiction finds
any provision of this Agreement invalid, illegal or unenforceable, the
remaining portions of this Agreement shall remain in full force and effect
and construed so as to best effectuate the original intent and purpose of
this Agreement as expressed herein.

Inconsistent terms

The parties agree that the terms and conditions of this Agreement
shall prevail over any contrary or additional terms in any purchase order
(unless agreed to in writing by both parties), sales acknowledgment,
confirmation or any other document issued by either party.